Beyond Air (XAIR) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 10, 2026; agenda covers five director elections, auditor ratification, an advisory executive-pay vote, and conditional adjournment authority.

• Fiscal year-end changed from March 31 to Dec. 31; April 1–Dec. 31, 2026 is a transition period, with the next fiscal year beginning Jan. 1, 2027.

• Record date Oct. 12, 2026, with 1,665,482 common shares outstanding and one vote per share.

Voting matters and shareholder proposals

• Board recommends FOR all five director nominees and FOR each of the three other proposals.

• Directors are elected by plurality; auditor ratification, say-on-pay, and adjournment each require a majority of shares present and entitled to vote, subject to proposal-specific broker non-vote treatment.

• Adjournment authority would permit additional proxy solicitation if quorum is lacking or more votes are needed; notice is required if an adjournment exceeds 30 days.

• Rule 14a-8 proposals for the next annual meeting must arrive by July 2, 2027; other proposals are due Aug. 12–Sept. 11, 2027, subject to meeting-date exceptions.

Board of directors and corporate governance

• Five director nominees; four directors are independent under Nasdaq standards. Board recommends election of Robert S. Goodman, Robert F. Carey, Dr. William Forbes, Yoori Lee, and Erick J. Lucera.

• Board held seven meetings in FY ended March 31, 2026; each director attended at least 75% of applicable board and committee meetings.

• Standing committees are audit, compensation, and nominating; each has three members, and committee meetings numbered five, two, and two, respectively, in FY ended March 31, 2026.

• Robert F. Carey chairs the board and Robert S. Goodman leads day-to-day operations as CEO; the board will reassess this structure.